General Terms and Conditions

GENERAL
  1. The following terms and conditions shall apply to all deliveries – including those from future transactions. Our terms and conditions of sale and delivery apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing.
  2. Our terms and conditions of sale and delivery shall also apply if we carry out the delivery to the buyer without reservation in the knowledge that the buyer’s terms and conditions conflict with or deviate from our terms and conditions of sale. Conclusions and agreements shall only become binding for us upon written confirmation, even if they modify the content of the contract. Agreements that deviate from our terms and conditions shall only apply to those transactions for which they are expressly agreed. They shall neither apply retroactively nor shall they apply to future transactions unless they are reconfirmed in writing.
OFFER
  1. Our offers are generally subject to change unless expressly agreed otherwise. We shall only be bound by our offers if they are expressly designated as binding. Otherwise we regard them as an invitation to submit offers. In such cases, our written confirmation of the order is required for the conclusion of a contract.
  2. The scope of the contractually owed service shall be determined exclusively by our order confirmation.
  3. We reserve the right to make changes to the design, the choice of materials, the specification and the type of construction even after sending an order confirmation, provided that these changes do not contradict either the order confirmation or the buyer’s specification.
  4. Partial deliveries are permitted.
  5. Unless we have expressly assumed a binding obligation, offer documents such as illustrations, drawings, plans, material, weights and dimensions are only approximate. We reserve ownership rights and copyrights to all offer documents. If drawings or sketches do not contain the copyright notice, they are nevertheless protected. The offer documents may not be copied, reproduced or made accessible to third parties or competing companies and must be returned immediately at our request.
  6. If no specifications are available from the buyer, our system descriptions shall apply as presented or offered. In this case, our offers replace the specifications.
ORDER
  1. Obligations are only established by our written confirmation of the order, which is decisive for the scope of the delivery. The buyer cannot reject partial deliveries. If our delivery is based on samples, drawings and models provided by the purchaser, the purchaser shall assume liability for ensuring that the industrial property rights of third parties are not infringed. We are then entitled to withdraw from the contract. Any damage incurred shall be compensated by the purchaser. Protective devices within the meaning of the accident prevention regulations shall be supplied to the extent that this has been agreed.
  2. The general terms and conditions of the supplier of these products apply to electronic equipment and other purchased components.
  3. Sample material: The Buyer warrants that we will receive container and filling material samples of consistent original quality for adjustment work on the delivery item in good time and in sufficient quantity in accordance with the general machine construction tolerances.
PRICES AND TERMS OF PAYMENT
  1. Our prices are ex works excluding packaging and other shipping and transportation costs. Packaging shall be charged for and only taken back if the Seller is obliged to do so by mandatory statutory provisions. The costs of air freight insurance shall always be borne by the Buyer.
  2. In the absence of a special agreement, payment shall be made without any deduction á account of the supplier, namely:
    1/3 down payment after receipt of the order confirmation,
    1/3 at half the agreed delivery period
    1/3 as soon as either the delivery, the readiness for delivery or the acceptance of the machine has taken place, unless otherwise agreed; in the event of delays caused by the buyer, no later than 30 days after notification of readiness for delivery.
  3. Price changes are permissible if the procurement prices of important raw materials (e.g. stainless steel) or the project-related offers of our suppliers have increased by more than 10% between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, we shall be entitled to adjust the price appropriately in accordance with the cost increases. The buyer is only entitled to withdraw from the contract if the price adjustments significantly exceed the increase in the general cost of living between order and delivery.
  4. In the event of late payment, interest of 5% points above the respective base interest rate shall be charged – without the need for a special agreement – subject to the assertion of further damages.
DELIVERY TIME, DELIVERY DELAYS
  1. The delivery time is determined by the agreements between the contracting parties. Our compliance with the delivery time is subject to the condition that all commercial and technical questions between the contracting parties have been clarified and that the buyer has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals or the payment of a deposit. In particular, the drawings (installation drawing, machine layouts) must be approved by the Buyer within three working days. If this is not the case, the delivery time shall be extended. This shall not apply if the supplier is responsible for the delay.
  2. Compliance with the delivery deadline is subject to correct and timely delivery to us.
  3. The delivery period shall be extended appropriately in the event of rejects, strikes and lockouts or other unforeseen operational disruptions at our plant or at our suppliers, even if they occur during the delay in delivery. The same shall apply if official or other third-party approvals and documents required for the execution of deliveries or information from the Buyer required for the execution of the delivery are not received in good time or in the event of subsequent changes to the order.
TRANSFER OF RISK AND ACCEPTANCE
  1. The risk shall pass to the buyer upon dispatch ex works, even if carriage paid delivery has been agreed, unless otherwise agreed. If shipment is delayed due to the fault of the Buyer, the risk shall pass to the Buyer from the day on which the goods are ready for shipment.
  2. Transport insurance will be taken out at the request of the buyer.
RESERVATION OF TITLE
  1. We reserve title to the delivery item until all claims arising from the delivery contract have been paid in full.
  2. Until payment of all claims arising from the business relationship, including refinancing or reverse bills of exchange, we reserve title to our deliveries of goods, which may only be sold in the ordinary course of business.
  3. We are entitled to insure the delivery item against theft, breakage, water and other damage at the bestseller’s expense, unless the buyer has demonstrably taken out the insurance himself.
  4. The buyer may neither pledge the delivery item nor assign it as security until full payment has been made. In the event of seizure, confiscation or other dispositions by third parties, the buyer must inform us immediately. In the event of resale, the Buyer hereby assigns to us all claims arising from the resale in the amount of the final invoice amount (including VAT). Otherwise, the VDMA Terms and Conditions for the Supply of Machinery for Domestic Business, March 2002, V.4 – V.6, shall apply.
  5. Any return of goods shall only ever be made as a precaution; this shall not constitute a withdrawal from the contract, even if partial payments are subsequently permitted.
LIABILITY FOR DEFECTS AND WARRANTY
  1. We guarantee that the delivery item is free from material and manufacturing defects at the time of the transfer of risk. The purchaser’s right to assert claims arising from defects notified in good time shall, however, expire in all cases after six months from the date of notification of the defect, but no earlier than the expiry of the warranty period, which is 12 months after the transfer of risk. If the delivery item is used in multi-shift operation, the warranty period shall be reduced to six months. The warranty shall expire if the buyer purchases from a third party or uses external companies to repair or modify the system without the express permission of the seller.
  2. We can only guarantee the stated performance of the delivery item if absolutely drawing-compliant, fault-free, dry, oil-free, burr-free and clean material is used and qualified operating personnel carry out the supervision, assembly, maintenance and care.
  3. Defects must be reported immediately. Claims for defects are limited to subsequent performance. Purchased parts and components are subject to comprehensive, certified quality control on receipt of goods. Any installation of defective parts is carried out exclusively in good faith.
  4. The Buyer shall grant us the necessary time and opportunity free of charge to carry out all modifications we deem necessary and to supply spare parts and replacement machines and, if requested, shall provide us with assistants. If spare parts or other format parts from other manufacturers are used at the instigation of the Buyer without the express consent of the Seller, the warranty for the complete delivery item shall lapse. If the buyer can reasonably be expected to replace any spare parts and carry out minor repairs under telephone guidance, the travel costs of our service technicians will be charged if their presence is nevertheless requested. If the repair or replacement delivery fails twice, the buyer is entitled to assert the statutory warranty claims.
  5. No liability is accepted for damage due to natural wear and tear. Furthermore, we shall not be liable if the repair or replacement was carried out by the buyer or a third party commissioned by the buyer without authorization.
  6. We are not obliged to remedy defects as long as the buyer has not fulfilled his payment obligations.
  7. The Buyer shall have no further claims, in particular no claim for compensation for damage that has not occurred to the delivery item itself. This applies to any damage caused by the defect, including production downtime, loss of profit and other indirect damage.
    The supplier’s limitation of liability does not apply
    – in the event of personal injury (life and limb)
    – in the event of gross negligence
    – in the event of intentional acts
    All machines, machine parts, components and spare parts are checked for functionality before delivery. The factory acceptance report conclusively documents the condition of the items purchased from us at the time of transfer of risk.
  8. Special regulation for material defects of used delivery items:
    Notwithstanding the above regulations, the warranty for material defects of used delivery items is excluded. This shall not apply in the event of a fraudulently concealed defect or the breach of a guarantee. In all other respects, the contractual claims of the buyer shall remain unaffected even in the case of the delivery of used items.
USE OF SOFTWARE
  1. If software is included in the scope of delivery, the Buyer shall be granted a non-exclusive right to use the software including the documentation supplied. It is provided for use on the delivery item supplied for this purpose. Use on more than one system is prohibited. Otherwise, §§ 69a ff. of the German Copyright Act (UrhG) shall apply.
"NO RE-EXPORT TO RUSSIA" CLAUSE
  1. The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, any goods delivered under or in connection with this Purchase Contract that fall within the scope of Article 12g of Council Regulation (EU) No 833/2014.
  2. The Buyer shall use its best endeavors to ensure that the purpose of 1. is not frustrated by third parties in the wider commercial chain, including potential resellers.
  3. The Buyer shall establish and maintain an appropriate monitoring mechanism to detect conduct by third parties in the downstream chain, including potential resellers, that would defeat the purpose of 1.
  4. Any breach of 1., 2. or 3. above shall constitute a material breach of a material element of this Purchase Agreement and Seller shall be entitled to seek equitable remedies, including but not limited to:
    • termination of this purchase agreement and
    • a contractual penalty in the amount of the price of the exported goods.
  5. The Buyer shall immediately inform the Seller of any problems in the application of 1., 2. or 3., including any relevant third party activities that could frustrate the purpose of 1. The Buyer shall provide the Seller with information on compliance with the obligations under 1., 2. and 3. within two weeks of the simple request.
OTHER
  1. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. We reserve the right of ownership and copyright to our cost estimates, project proposals, documentation and other documents; they may not be made accessible to third parties.
  2. The place of performance for delivery and payment is our factory in Plauen. The exclusive place of jurisdiction for both parties to the contract shall be Plauen Local Court.
  3. German law shall apply exclusively, excluding the application of the UN Convention on Contracts for the International Sale of Goods (CISG).
  4. Insofar as individual provisions of these terms and conditions are invalid in whole or in part, this shall not affect the validity of the remainder of the contract.